Orrick, Herrington & Sutcliffe LLP

October 07, 2009 11:05 ET

Orrick Advises Telenor on US$23.8 Billion Creation of New Emerging Market Mobile Operator

LONDON, UNITED KINGDOM--(Marketwire - Oct. 7, 2009) - Orrick, Herrington & Sutcliffe LLP is advising Telenor ASA on the US$23.8 billion combination of its mobile assets in Russia and Ukraine with those of Altimo, the telecom arm of the Alfa Group, in the newly formed VimpelCom Ltd. VimpelCom Ltd. is incorporated in Bermuda and will be headquartered in the Netherlands and listed on the New York Stock Exchange.

The newly formed company will combine the parties' respective shareholdings in Russian mobile operator OJSC "Vimpel-Communications" and Ukrainian mobile operator CJSC "Kyivstar G.S.M." The parties intend that VimpelCom Ltd. will undertake a registered exchange offer and voluntary tender offer in the United States and Russia for the OJSC VimpelCom shares and ADRs currently held by OJSC VimpelCom's minority shareholders. VimpelCom Ltd. will be one of the largest emerging markets mobile operators, with operations in Russia, Ukraine and other CIS countries, as well as Georgia, Vietnam, Cambodia and Laos. The deal is expected to close in mid-2010.

The transaction is intended to end five years of litigation and arbitration proceedings between Telenor and Altimo. During the past five years, Orrick also represented Telenor in many of the legal proceedings involving the parties, including four international arbitration proceedings and a number of actions in U.S. federal courts and in the courts of the Russian Federation. As part of the proposed transaction, the parties have agreed to suspend all their ongoing legal proceedings and take action to withdraw or to settle them prior to closing.

The Orrick team is led by London partner Peter O'Driscoll and includes partners John Sheedy in Moscow; Douglas Lahnborg and Paul White in London; John Narducci in New York; associates Nell Scott, Elizabeth Turner, Louiza Savchenko, Kirill Kholod, Nurlan Dostanov and Olga Raspopina in London; of counsel Catherine Brizhik and associate Maria Kosova in Washington, D.C.; associate James Larkin and Sushila Nayak in New York; and of counsel Vladimir Markin and associates Artem Turdakov and Daria Medvedenko in Moscow.

Orrick's international arbitration and litigation team was led by New York partner Bob Sills and included partners Jay Musoff and Richard Mark in New York and Olga Anisimova in Moscow; associates Ayanna Lewis-Gruss, Jeffrey Prokop, Katherine Maco, Kristen Fournier, Elizabeth Hyon and Karen Thompson in New York; and associate Konstantin Kasian in Moscow.

"We are delighted to advise Telenor on this important transaction, as well as to participate in the creation of a leading emerging markets mobile operator," said Peter O'Driscoll. "VimpelCom Ltd. has a strong governance structure and a number of deadlock resolution mechanisms that should reduce the potential for future disputes and promote the creation of shareholder value." 

About Orrick

Orrick, Herrington & Sutcliffe LLP is a global law firm with more than 1,100 lawyers in North America, Europe and Asia. The firm focuses on litigation, complex and novel finance and innovative corporate transactions. Orrick clients include Fortune 100 companies, major industrial and financial corporations, commercial and investment banks, high-growth companies, governmental entities, start-ups and individuals. The firm's 21 offices are located in Beijing, Berlin, Düsseldorf, Frankfurt, Hong Kong, London, Los Angeles, Milan, Moscow, New York, Orange County, Pacific Northwest, Paris, Rome, Sacramento, San Francisco, Shanghai, Silicon Valley, Taipei, Tokyo and Washington, D.C.

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